VANCOUVER, BRITISH COLUMBIA – April 23, 2019 – Mission Ready Solutions Inc. (“Mission Ready” or the “Company”) (TSXV: MRS) is pleased to announce that the Company has closed the acquisition (“Acquisition”) of Unifire, Inc. (“Unifire”) and a private placement, both following the receipt of final acceptance from the TSX Venture Exchange (the “Exchange”).
Acquisition of Unifire
Further to its February 12, 2019 news release, the Company received notice that the Exchange has accepted for filing the Agreement and Plan of Merger, pursuant to which a wholly-owned subsidiary of the Company has acquired all of the issued and outstanding capital stock of Unifire.
The consideration for the Acquisition includes:
The issuance of an aggregate of 26,315,790 common shares in the capital of the Company (“Shares”), which are subject to a four-month statutory hold period and escrow restrictions whereby the Shares will be released incrementally up to the final release date of January 1, 2022; and
Cash payments in the aggregate of USD$4,000,000, payable quarterly, with the final payment to be remitted on January 1, 2022. The cash consideration is subject to adjustment within seventy-five (75) calendar days after the closing date based on an unaudited balance sheet of the Company as of the effective time of closing of the Acquisition and the Company’s good faith determination of (i) the net working capital of the Company, to the extent that the net working capital of Unifire on the effective date of the Acquisition is greater or less than USD $1,856,798, and (ii) the amount of the sellers’ expenses as of the closing. The sellers have the opportunity to dispute such adjustments with thirty (30) days of receiving a closing statement from the Company. Any such adjustments, whether positive or negative, are on a dollar-for-dollar basis.
Further information on Unifire and the Acquisition will be provided in subsequent Company publications which will be made available at www.MRSCorp.com.